SLNH · Soluna Holdings, Inc.

Soluna Holdings, through its subsidiary Soluna Digital Inc., completed the acquisition of full ownership of Soluna DVSL JVCo, LLC (Dorothy 1A Project Company), which operates a wind-powered data center campus in Silverton, Texas focused on bitcoin hosting. This transaction consolidates control, with the Purchaser previously holding 14.6% of Class B interests and 100% Class A, by purchasing the remaining 85.4% for a total $16.5 million, split as $6 million at closing and $10.5 million due by July 1, 2026. The deal enhances Soluna's portfolio in sustainable bitcoin mining infrastructure. Concurrently, to finance the acquisition, the Company secured $12 million in unsecured debt via a promissory note to YA II PN, LTD., at 5% interest rising to 18% on default, maturing May 15, 2027. Repayment involves aggressive $1.2 million monthly installments plus a 5% premium starting 60 days post-closing, with prepayment flexibility but mandatory partial redemption triggered by significant external financings over $20 million. A guaranty from subsidiary Soluna Wind Holding, Inc. backs the obligations. As sweetener, a warrant for 2.4 million shares at $1.06 was issued unregistered under Section 4(a)(2), with cashless exercise after six months and a 4.99% beneficial ownership cap. These agreements, detailed in Exhibits 4.1-10.3, carry standard covenants and default provisions, signaling expanded capacity but increased leverage and dilution risk for investors.